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Two robed figures, each also wearing a number, creep up on the home of Ezra Paulson, and his grandson, Jed Walker. The boy awakens to find the two men in his bedroom. The commotion brings Paulson running in to investigate. Paulson is stunned, and Walker is abducted. Walker is brought aboard a bizarre submarine, then ferried to the secret cliffside fortress of Doctor Spider. Walker is brought into the Dream Room, where he is first restrained, then sedated, then monitored. Through the Somnabo-Screen monitor, Doctor Spider can watch Walker's nightmares. When one of the robed kidnappers questions Doctor Spider on the motivations for Walker's abduction, he is told to stand in the center of the room. A transparent dome erupts from the floor imprisoning the man. A door opens in the dome, allowing entry for a creature ripped from Walker's nightmares. The horrific apparition quickly devours Walker's abductor. Meanwhile, in the Dream Dome, the Sandman is puzzled over the sudden drop in children's nightmare levels. Investigating the matter further, the Sandman leaps into the Dream Stream, which carries him to the Fantasy Forest, and a meeting with the Nightmare Wizard.

Upon entering the Fantasy Forest, the Sandman is almost immediately attacked by it's carnivorous flora. The Master of Dreams, though, is no easy prey, making a quick escape to keep his rendezvous with the NIghtmare Wizard. Though evasive at first, once threatened, the Nightmare Wizard reveals Doctor Spider's fiendish plot to conquer the world with an army culled from children's nightmares.With no time to lose, the Sandman leaps into the waking world, to find it's cities under siege by the stuff of nightmares. The army finds itself helpless against the dream creatures. When the Sandman arrives to join the fight, he is restrained by suspicious police officers, forcing him to put them to sleep with his Dream Sand. With a blow of his hypersonic whistle, the Sandman erases the nightmare creatures from the waking world. Surprisingly, the Sandman is recognized by a fireman, really an operative of Doctor Spider, who stuns the Sandman into unconsciousness. The Sandman is abducted and brought to the Dream Room, where he, too, is hooked up to Doctor Spider's Somnambo-Screen. Watching their master from the Dream Dome, Brute and Glob endeavor to rescue the Sandman. Brute produces a duplicate hypersonic whistle, one the Sandman is unaware of, and releases himself and Glob from their confinement.

Remaining within the threshold between dreams and consciousness, Brute loosens the restraints holding the Sandman. Awakening him with a blast from the whistle, Brute and Glob rush back to the Dream Dome, lest the Sandman learn of their presence. The Sandman charges Doctor Spider, who rallies his followers to his defense. One blow on the hypersonic whistle puts the men to sleep, though Doctor Spider, himself, seems immune to the whistle's effects. To cover his escape, Doctor Spider releases Walker's nightmares on the Sandman. The Sandman fights for his life against a threat he cannot destroy, for doing so would also kill Walker. A fierce struggle ensues. The Sandman finally sees his opening and subdues Walker's nightmares with the Dream Sand. Gently blowing on the hypersonic whistle returns Walker's nightmares to the Dream Stream. The Sandman sledgehammers Doctor Spider's Somnambo-Screen, whistles Walker back home, then heads off in pursuit of Doctor Spider. The Sandman is too far behind, however, as Doctor Spider has already reached his submarine, and set sail. Doctor Spider taunts the Sandman through the communication station, until, inexplicably, an electrical failure on board the submarine causes it to explode. The threat ended, the Sandman returns to the Dream Dome, still unaware that Brute and Glob have the means to free themselves whenever they wish.

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